Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November 8, 2006, by and among Aerobic Creations, Inc., a Delaware corporation, with headquarters located at 547 Boulevard, Kenilworth, NJ 07033...Registration Rights Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
Exhibit 10.6 SECURITIES PURCHASE AGREEMENT (NOTES AND WARRANTS) SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of November 8, 2006, by and among Maritime Logistics US Holdings Inc., a Delaware corporation, with headquarters located at 547...Securities Purchase Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2006 (the "PLAN OF MERGER"), between Aerobic Creations, Inc. (the "SURVIVING CORPORATION"), a corporation organized under the laws of the State of Delaware and Aerobic...Agreement and Plan of Merger • October 24th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution
WITNESSETH:Assignment and Assumption Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
Execution] SECURITY AGREEMENT SECURITY AGREEMENT, dated November 8, 2006, made by Maritime Logistics US Holdings Inc., a Delaware corporation ("MLI"), Summit Logistics International Inc, a New Jersey corporation ("Summit"), SeaMaster Logistics Inc., a...Security Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
WITNESSETHLease Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New Jersey
Execution] AMENDMENT NO. 1 TO LOAN AGREEMENT THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (this "Amendment No. 1"), dated as of May 21, 2007, is entered into by and among Fortress Credit Corp., a Delaware corporation, in its capacity as administrative and...Loan Agreement • May 25th, 2007 • Summit Global Logistics, Inc. • Services-motion picture & video tape distribution • New York
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANYCommon Stock Purchase Agreement • August 11th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
Exhibit 10.5 SECURITIES PURCHASE AGREEMENT (COMMON SHARES AND WARRANTS) SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of October 31, 2006, by and among Maritime Logistics US Holdings Inc., a Delaware corporation, with headquarters located...Securities Purchase Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
AGENCY AGREEMENT BETWEEN SEA MASTER LOGISTICS (HOLDING) LIMITED (AS PRINCIPAL) AND SEA MASTER LOGISTICS (CHINA) LIMITED (AS AGENT)Agency Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • Hong Kong
Exhibit 10.6 SECURITIES PURCHASE AGREEMENT (NOTES AND WARRANTS) SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of November 8, 2006, by and among Maritime Logistics US Holdings Inc., a Delaware corporation, with headquarters located at 547...Securities Purchase Agreement • January 12th, 2007 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
EX-10.45 FIRST AMENDMENT TO SECURITY AGREEMENT (SECOND LIEN) THIS FIRST AMENDMENT TO SECURITY AGREEMENT (SECOND LIEN) dated as of May __, 2007 (the "AMENDMENT"), is entered into by and between Summit Global Logistics, Inc., a Delaware corporation,...Security Agreement • May 25th, 2007 • Summit Global Logistics, Inc. • Services-motion picture & video tape distribution
EX-10.46 FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT dated as of May __, 2007 (the "AMENDMENT"), is entered into by and between Summit Global Logistics, Inc., a Delaware corporation, formerly...Pledge and Security Agreement • May 25th, 2007 • Summit Global Logistics, Inc. • Services-motion picture & video tape distribution
EX-4.19 WAIVER AND AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT THIS WAIVER AND AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT, effective as of May __, 2007 (the "AMENDMENT"), is entered into by and between Summit Global Logistics, Inc., a...Registration Rights Agreement • May 25th, 2007 • Summit Global Logistics, Inc. • Services-motion picture & video tape distribution
by and among TUG USA Inc. andConfidential Treatment • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
WITNESSETH:Modification Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New Jersey
EX-10.50 SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (NOTES AND WARRANTS) AND FIRST AMENDMENT TO JOINDER AGREEMENT THIS SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (NOTES AND WARRANTS) AND FIRST AMENDMENT TO JOINDER AGREEMENT dated as of...Joinder Agreement • May 25th, 2007 • Summit Global Logistics, Inc. • Services-motion picture & video tape distribution
RECITALSAgreement and Plan of Merger • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • Delaware
TOSecurity Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
INDUSTRIAL COMPLEX LEASE (California)Aerobic Creations, Inc. • November 13th, 2006 • Services-motion picture & video tape distribution • California
Execution] AMENDMENT NO. 1 TO INTERCREDITOR AND SUBORDINATION AGREEMENT THIS AMENDMENT NO. 1 TO INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Amendment No. 1"), dated as of May 21, 2007, is entered into by and between Fortress Credit Corp., a...Intercreditor and Subordination Agreement • May 25th, 2007 • Summit Global Logistics, Inc. • Services-motion picture & video tape distribution • New York
AMENDMENT #1 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • October 24th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution
Exhibit 4.4 FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November 8, 2006, by and among Aerobic Creations, Inc., a Delaware corporation, with headquarters located at 547 Boulevard, Kenilworth, NJ...Form of Registration Rights Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
EXHIBIT A LIST OF SHAREHOLDER PARTIES TO AGREEMENTLockup Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
EXECUTION COPY PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT dated November 8, 2006, made by AEROBIC CREATIONS, INC., a Delaware corporation, to be known as Summit Global Logistics, Inc. ("Company"), MARITIME LOGISTICS US HOLDINGS INC.,...Pledge and Security Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
by and among TUG USA Inc. andBonus Agreement • January 12th, 2007 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
GUARANTYAerobic Creations, Inc. • November 13th, 2006 • Services-motion picture & video tape distribution • New York
VOTING AGREEMENTVoting Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • Delaware
BACKGROUNDGrant Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New Jersey
WITNESSETH:Lease Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • Florida
LEASE M. PARISI SON CONSTRUCTION CO., INC., AS LANDLORD FASHION MARKETING, INC., AS TENANT Premises: 150-15 183rd Street Springfield Gardens, New York as of April 28, 2000Lease • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
LANDLORD: CENTER REALTY, L.P. A New Jersey Limited Partnership NOTICE ADDRESS: 300 Raritan Center Parkway, P.O. Box 7815 Edison, New Jersey 08818-7815 TENANT: DSL ATLANTIC A New Jersey Corporation NOTICE ADDRESS: 471 Blair Road Avenel, New Jersey 07001Prior Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New Jersey
Execution PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT dated November 8, 2006, made by AEROBIC CREATIONS, INC., a Delaware corporation ("Parent"), MARITIME LOGISTICS US HOLDINGS INC., a Delaware corporation ("MLI"), TUG USA, INC., a New...Pledge and Security Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
EXECUTION COPY LOCKUP AGREEMENT THIS LOCKUP AGREEMENT (the "Agreement") is entered into as of this 8th day of November, 2006 (the "Effective Date," and each anniversary of the Effective Date, an "Anniversary Date") by and between Robert Wu (the...Lockup Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
DALE MATHESON Partnership Of: Robert J. Burkart, Inc. CARR-HILTON LABONTE Alvin F. Dale, Ltd. James F. Carr-Hilton, Ltd. --------------------- Robert J. Matheson, Inc. Peter J. Donaldson, Inc. CHARTERED ACCOUNTANTS R.J. LaBonte, Ltd. Fraser G. Ross,...Aerobic Creations, Inc. • March 3rd, 2005 • Services-motion picture & video tape distribution
